Both Texas and Delaware offer many benefits for those looking to incorporate their business. However, there are significant differences between the two states’ business entity laws that should be considered before selecting one state over the other. See this presentation to learn more about these key differences, similarities and important legislative updates. Viewers will learn about: the importance of Delaware and Texas to the business landscape the background for each state that provides further context a comparison of business entity laws and related filing and court systems the latest legislative and policy updates for each state as they impact corporations, LLCs, and partnership statutes Meet our expert: Lori Ann Fox, Esq., CT Transactional Business Consultant Lori Ann Fox has been with CT Corporation for over 10 years and currently serves as a Dallas-based Transactional Business Consultant where she directly supports client goals and strategies with her extensive knowledge, skills, and experience. Previously, she served as the Government Relations and Regional Attorney, focusing on legal and regulatory issues, and working closely with state bar associations, government offices, and legislatures to implement changes in business entity and related laws. Ms. Fox sits on legislative drafting committees and is a contributing member for both the Texas Business Law Section’s Business Organizations Code committee and the Blockchain and Virtual Currencies Committee. She is an active committee member for the Association for Corporate Growth Dallas-Fort Worth Chapter and regularly lectures across the U.S. on topics related to business entity and due diligence laws, filings, and searches. Prior to joining CT, Ms. Fox maintained a private practice focusing on corporate law, which was preceded by her serving as General Counsel for an insurance company. She received her law degree from Emory University School of Law and is a member of the State Bars of Texas, Oklahoma, and Georgia.

1. Delaware and Texas
Business Entity Law
Comparison Overview &
Legislative Updates
PRESENTED BY:
Lori Ann Fox, Esq.
TRANSACTIONAL BUSINESS CONSULTANT

2. Agenda
• Why Delaware and Texas?
• Comparison by Entity Type
• Legislative Updates – Delaware
• Legislative Updates - Texas
2

3. 3

4. Business/Economic Comparison – DE & TX
Delaware
• Fortune 500
– Delaware 67% (incorporated)
• Inc. 5000
– Delaware >1% (11)
• Active Entities
– Delaware
▪ 312,453 Corporations
▪ 959,375 Limited Liability Companies
• IPO’s
– 85% of all new US IPO’s formed in DE
Texas
• Fortune 500
– Texas 10% (headquartered)
• Inc. 5000
– Texas ~10% (467)
• Active Entities
– Texas
▪ 366,017 Corporations
▪ 1,042,532 Limited Liability Companies
• IPO’s
– 7% HQ’d in TX in 2018
4

5. Total Number Formations 2018
5
0
20,000
40,000
60,000
80,000
100,000
120,000
140,000
160,000
180,000
200,000
Corporations Corporations** LLCs LLCs Partnerships Partnerships*
Delaware Texas Delaware Texas Delaware Texas
45,505
24,135
159,842
192,284
12,635
4,599

6. Total Number Entities on Record January 1, 2019
6
0
200,000
400,000
600,000
800,000
1,000,000
1,200,000
Corporations Corporations** LLCs LLCs Partnerships Partnerships
Delaware Texas Delaware Texas Delaware Texas
312,453
366,017
959,375
1,042,532
101,540 129,878

7. COMPARISON
Delaware & Texas Business Entity Landscape
7

8. DE & TX Comparison – Corporations
• Similarities
– Liability
– Duration
– Domestication/Conversion (non-US)
– Record keeping
• Differences
– Formation
– Jurisprudence
– Mergers
– Taxes
8

9. DE & TX Comparison – Limited Liability Companies
• Similarities
– Liability
– Duration
– Series
– Domestication/Conversion (non-US)
– Record keeping
• Differences
– Formation
– Series
– Taxes
9

10. DE & TX Comparison – Partnerships
• Similarities
– LP
– Duration
– Domestication/Conversion (non-US)
– Record keeping
• Differences
– LLP & LLLP
– Series
– Taxes
10

11. DE & TX Comparison – Trusts
Delaware
• Statutory trust
• Series trust
11
Texas
• REIT only
• Foreign business trust

12. Comparison – Expedited Services and Cut Off Times
Delaware
• Five Levels of Expedited Service
– 30 Minute ($1500)
– One Hour ($1000)
– Two Hour ($500)
– Same Day
– 24 Hour
• Cut Off Times
– 30 Minute – 8:45pm ET
– One Hour - 8:30pm ET
– Two Hour - 6:00pm ET
– Same Day - 1:30pm ET
12
Texas
• Expedited processing of a document
submitted for filing ($25)
• Expedited Processing of a request for
a certified copy or certificate of status
or fact ($10)

13. Comparison – Fees
Delaware
• Corporate Incorporation - $89 min +
state tax filing fee
• LLC Formation - $90
• LP Formation - $200
• Preclearance - $250
• Annual Report/Tax
– Corporation - $50 annual report filing
fee + franchise tax
– LLC - $300 annual tax
– LP - $300 annual tax
Texas
• Corporate Formation - $300
• LLC Formation - $300
• LP Formation - $750
• Preclearance - $25
• Annual Report/Tax
– Margin Tax
– PIR
– Affiliated Companies
13

14. Comparison – Court Systems
Delaware
• Chancery Court
– Equitable Remedy
– Equitable Claim
– Statute confers jurisdiction
• Superior Court
• Supreme Court
Texas
• County Court at Law or District
Court
• Court of Appeals
• Supreme Court
14

15. Legislative Updates - Delaware
15

16. Delaware Updates
• Senate Bill 88
• Senate Bills 183 (2018) & 91
• Senate Bills 89 & 90
• Policy Updates
16

17. GCL Amendments – 2019 DE SB 88
• Technology
• Notice
• Revival
• Franchise taxes
• Miscellaneous
17

18. GCL Amendments – 2019 DE SB 88
Technology
– Sec. 108 – org meeting
– Sec. 116 – new section – Document Form, Signature and Delivery
– Sec. 212 – proxies
– Sec. 228 – stockholder consent
18

19. GCL Amendments – 2019 DE SB 88
Notice
– Sec. 108 – org meeting
– Sec. 160 – redemption
– Sec. 163 – partly paid shares
– Sec. 222 – to stockholders
– Sec. 230 – by email
– Sec. 232 – delivery to stockholder
– Sec. 251 – merger/consolidation
notice
– Sec. 253 – parent/sub notice
– Sec. 255 – nonstock
merger/consolidation notice
– Sec. 262 – appraisal rights
– Sec. 266 – conversion
– Sec. 275 – dissolution
– Sec. 390 – transfer, domestication,
continuance
19

20. GCL Amendments – 2019 DE SB 88
• Revival – Sec. 313 – exempt corp
• Franchise Tax
– Sec. 503 RIC
▪ Increase max to $100k
▪ Increase alt. min. from $350 to $400
• Miscellaneous
– Sec. 136 – RA resignation
– Sec. 141 – director action by consent
20

21. LLC – 2019 DE SB 91 and 2018 DE SB 183
• Series LLC
• Technology
• Public Benefit
• Divisions
• Miscellaneous
21

22. Series LLC - Diagram
Series A
(Hotel)
Series D
(Apt)
Series C
(Mall)
Series B
(Land)
Series E
(Gas Station)

23. Series LLC – 2018 DE SB 183
• Sec. 18-215(b) – protected series
• Sec. 18-218 (new) – registered series
– UCC Art. 9
– registered series is intended to be a registered
organization under UCC Sec. 9-102(71)
– intended to clarify the name and location of a
registered series as a debtor under UCC Sec. 9-
307(e)
• Sec. 18-101 – definitions “protected series”, “series”,
and “registered series”
• Sec. 18-102 – name availability
• Sec. 18-103 –name reservation
• Secs. 18-104 & 18-105 – registered agents and service
of process on registered series
• Sec. 18-208 –restated certificate of registered series
• Sec. 18-219 – protected may convert to registered
• Sec. 18-220 – registered may convert to protected
• Sec. 18-221 –registered series may merge or
consolidate with one or more other registered series of
that same LLC
• Sec. 18-1105 – issuance of a certificate of good
standing for a registered series
• Sec. 18-1107 – annual tax, due and payable June 1,
shall be paid by or on behalf of each registered series
and to provide for penalties for a failure to pay
• Sec 18-1108 – certificate of registered series will be
cancelled if the annual tax is not paid for three years
• Secs. 18-1109 and 18-1110 –revival of an LLC with
registered series and for the revival of a registered
series
23

24. LLC – 2019 DE SB 91 and 2018 DE SB 183
• Series LLC
– 2019 DE SB 91
- Sec. 18-102 – series name
- Sec. 18-215 – LLC agreement nor ltd. liab. notice req’d to use “protected series”
- Secs. 18-218, 18-219, 18-220, 18-221, and 18-1110 – registered series certificate
filings clarifications on formation, amendment, conversion, merger and
consolidation, and revival
• Technology
– Sec. 18-101 - definitions
– Sec. 18-113 – new section – Document Form, Signature and Delivery
– Sec. 18-302 & 404 – deleted definition on “electronic transmission”
• Public Benefit
– Sec. 18-1201 et seq. – new section 2018; added statutory public benefit LLC
24

25. LLC – 2019 DE SB 91 and 2018 DE SB 183
• Divisions
– Sec. 18-217 – new 2018; 2019 clarifications on liabilities, execution/filing and
pending matters
– Sec. 18-310 – member admission controlling doc
• Fees
– Sec. 18-1107 – protected/registered series not responsible for other series
• Miscellaneous
– Sec. 18-104 – RA resignation
– Sec. 18-206 – filings req’d to amend, correct or restate
– Sec. 18-210 – contractual appraisal rights
25

26. LP – 2019 DE SB 89
• Technology
• Series LP
• Public Benefit
• Divisions
• Miscellaneous
26

27. LP – 2019 DE SB 89
• Technology
– Sec. 17-113 – new section – Document Form, Signature and Delivery
– Sec. 17-302 & 405 – removed electronic transmissions because in 17-101
• Series LP
– Sec. 17-101 – definitions
– Sec. 17-204 – execution for divisions and registered series
– Sec. 17-206 – filing docs for divisions and registered series
– Sec. 17-218 – protected series
– Sec. 17-221 – registered series
– Secs. 17-103, 17-104, 17-105, 17-203, 17-208, 17-210, 17-222, 17-223, 17-224, 17-1105, 17-
1109, 17-1110, 17-1111, 17-1112 – registered series certificate filings clarifications on
formation, amendment, conversion, merger and consolidation, and revival
• Public Benefit
– Sec. 17-102 – distinguishable name and “public benefit”
– Sec. 17-220 – divisions authorized
– Sec. 17-1201 et seq. – new section ; added statutory public benefit LP
27

28. LP – 2019 DE SB 89
• Division
– Sec. 17-203 – division cancels LP non-survivor
– Sec. 17-204 – execution for divisions and registered series
– Sec. 17-206 – filing docs for divisions and registered series
– Sec. 17-301 – partner admission
• Fees
– Sec. 17-1107 – fees for registered series and division
• Miscellaneous
– Sec. 17-104 – RA resignation for canceled LP
– Sec. 17-112 – Chancery can cancel LP
– Sec. 17-207 – liab for false statement
– Sec. 17-212 – contractual appraisal rights
28

29. Partnership – 2019 DE SB 90
• Technology
• Miscellaneous
29

30. Partnership – 2019 DE SB 90
• Technology
– Sec. 15-101 – definitions for document and electronic transmission
– Sec. 15-124 – new section – Document Form, Signature and Delivery
– Sec. 15-403 – blockchain for records
– Sec. 15-407 – definition for electronic transmission
• Miscellaneous
– Sec. 15-108 – name must be distinguishable
– Sec. 15-111 – RA may resign from canceled partnership
– Sec. 15-1209 – cancellation for failing to pay annual tax and annual report
30

31. Policy Updates
• Increases Price of Amended Annual Reports
– From $0 to $50
– Effective September 1st, 2019
• Statutory Trust Communications Contact
31

32. Legislative Updates - Texas
32

33. Texas Updates
• SB 1971
• SB 1969
• SB 1859
• HB 3603
• HB 3609
33

34. Corporations – 2019 TX SB 1971
• Amendments including – voting agreements, two-step offer-mergers,
ratification of defective acts, notices of redemption, shareholder lists, and
nonprofit corporation directors
• Share Transfer Records –
– Sec. 21.002 was amended to add a definition of “share transfer records”.
– As defined, the term includes records maintained via electronic recordkeeping
pursuant to Sec. 3.151
• Shareholder List –
– Sec. 21.372 was amended to provide that the list of shareholders entitled to vote
at a meeting “shall be prepared by or on behalf of the corporation”
– Clarifies that a corporation may use a third party transfer agent or electronic
data system

35. Corporations – 2019 TX SB 1971
• Voting Agreements –
– Sec. 6.252 was amended for clarifications
▪ applies to voting agreements not set forth in the entity’s governing documents
▪ may deposit the agreement at its principal executive office or registered office
▪ circumstances in which the voting agreement is specifically enforceable against the owner of the
interest subject to the agreement and against subsequent owners
– Sec. 6.252 was also amended to provide does not impair the entity’s right to treat a record owner as
entitled to vote the ownership interest standing in the owner’s name or accept the owner’s vote
• Two-Step Offer-Merger – Sec. 21.459
– (1) adding several new definitions,
– (2) clarifying that the target need only have one class or series of shares traded on a national securities
exchange or held by more than 2,000 record holders immediately before approval of the merger,
– (3) clarifying that only shares within the same class or series of the target must receive the same
consideration in the first step offer and back end merger, and
– (4) clarifying when rollover shares and shares owned by qualified affiliates may be treated as owned by the
acquirer to satisfy the minimum ownership requirement

36. Corporations – 2019 TX SB 1971
• Dissenter’s Rights For Two-Step Merger – Sec. 10.354
– amended to deny an owner the right to dissent from a Sec. 21.459 offer-merger if the
ownership interest is listed on a national securities exchange or held of record by at least
2,000 owners and certain other requirements are met
– provides that the “market-out” exception to the availability of dissenter’s rights, which applies
to other mergers, also applies to Sec. 21.459 mergers
• Ratification of Defective Acts by For-Profit Corporation – Secs. 21.901, 21.905 &
21.911
– (1) clarify that a defective act includes any act or transaction purportedly taken within the
corporation’s power to take without regard to the failure of authorization,
– (2) provide that a failure of authorization includes the failure to authorize or effect an act or
transaction in compliance with the disclosure set forth in any proxy or consent solicitation
statement to the extent the failure would render the act or transaction void, and
– (3) clarify that the defective act need not be submitted to the shareholders for approval if, as
of the record date for determining the shareholders entitled to vote on ratification, there are
no valid shares outstanding and entitled to vote- even if there are putative shares.
– Further amendments clarify the rules regarding notice to shareholders

37. Corporations – 2019 TX SB 1971
• Notice of Redemption – Sec. 21.305
– notice of redemption shall be sent no later than the 21st day or earlier than the 60th day before the
redemption date “unless otherwise provided by the terms of the class or series of shares contained in
the certificate of formation”
– amendment provides that the time period restrictions may be varied as provided
• Nonprofit Corporation Directors – Sec. 22.001
– added a definition of “director”
▪ (1) means a person who is a member of the board of directors regardless of the name or title used
to designate the person and
▪ (2) does not include a person designated as a director, ex officio, honorary or other type of director
if the person is not entitled to vote as director
• Nonprofit Corporation Non-Directors Meeting Notice – Sec. 22.210
– certificate of formation may provide a non-director the right to receive notice of and to attend board
meetings
– but that having such rights does not give the person the authority, duties or liabilities of a director and
– the person is not a governing person of the corporation

38. Nonprofit Corporations – 2019 TX SB 1969
• New Subchapter J to Chapter 22 of BOC – add ratification of defective acts to
BOC for nonprofit
– modeled after the BOC provisions relating to the ratification of defective acts by
for-profit corporations and to the ratification provisions of the Model Nonprofit
Corporation Act
• Defective Act Defined – Sec. 22.501
– defines a “defective act” as
▪ an election or appointment of directors that is void or voidable due to a failure of
authorization or any act or transaction purportedly taken by or on behalf of the
corporation that is, and
▪ at the time the act or transaction was purportedly taken would have been, within
the power of a corporation to take under the corporate statute but is void or
voidable due to a failure of authorization

39. Nonprofit Corporations – 2019 TX SB 1969
• Failure of Authorization Defined – Sec. 22.501
– defines “failure of authorization” as
▪ (1) the failure to authorize or effect an act or transaction in compliance with the provisions of the
corporate statute, governing documents, a corporate resolution, a plan or agreement to which the
corporation is a party if and to the extent the failure would render the act or transaction void or
voidable or
▪ (2) the failure of the board of directors or an officer to authorize or approve an act or transaction
taken by or on behalf of the corporation that required the prior authorization or approval of the
board of directors or the officer
• Adoption of Resolution –
– Sec. 22.503 provides that to ratify a defective act the board of directors shall adopt a resolution,
or if the corporation is managed by members, the members shall adopt a resolution stating the
defective act or acts to be ratified, the date of each defective act or acts, the nature of the failure
of authorization, and that the resolution was duly approved
– Sec. 22.504 provides for the quorum and voting requirements for adoption of the resolution
– Approval by Members – Secs. 22.505 – 22.507 address approval of the ratification if the
corporation has members with voting rights

40. Nonprofit Corporations – 2019 TX SB 1969
• Certificate of Validation –
– Sec. 22.508 requires the corporation to file a certificate of validation with respect to
the defective act if the defective act ratified would have required the filing of an
instrument or other document with the filing office
– Effect of Ratification – Sec. 22.509 provides that when ratification becomes effective
the defective act ratified may not be considered void or voidable as a result of the
failure of authorization and the effect shall be retroactive to the time of the defective
act
• Notice to Members –
– Sec. 22.510 addresses the providing of notice to members if the corporation is
managed by members or has members with voting rights
• Non-Exclusivity of Subchapter J –
– Sec. 22.511 provides that Subchapter J is not the exclusive means of ratifying or
validating a defective act

41. Nonprofit Corporations – 2019 TX SB 1969
• District Court Proceedings Regarding the Validity of Defective Corporate Acts
– Sec. 22.512
– provides that the corporation, a successor entity, a board member or other
fiduciary, a member with voting rights, or a record member with voting rights at
the time of ratification can apply to the district court and
– the court may, among other actions,
▪ (1) determine the validity and effectiveness of any defective act ratified pursuant to
Subchapter J,
▪ (2) determine the validity and effectiveness of the ratification of any defective act,
▪ (3) determine the validity and effectiveness of a defective act not ratified, or
▪ (4) determine the validity of any corporate act or transaction

42. BOC Amendments Affecting Entities in General,
LLCs, Partnerships – 2019 SB 1859
• Electronic Data System Defined
– Sec. 1.002 was amended to provide that “electronic data system” means an electronic network or
database and includes a distributed electronic network or database including one that employs
blockchain or distributed ledger technology
– definition of “electronic transmission” was revised to provide that it includes communication by use of
or participation in one or more electronic data systems
• Recordkeeping
– Sec. 3.151 was amended to provide that the books, records, minutes and ownership or membership
records of a filing entity may be maintained by or on behalf of the entity or by means of an
information storage device or method or one or more electronic data systems, provided that the
books, records, or minutes can be converted into written form within a reasonable time
– Secs. 101.501 and 153.551 were amended to clarify that all books and records required to be
maintained by an LLC and LP may be maintained in any form and manner permitted by Sec. 3.151
• Notice To Owner of Uncertificated Interests
– Sec. 3.205 was amended to provide that the notice to an owner of uncertificated ownership interests
required by the section may be given by electronic transmission

43. BOC Amendments Affecting Entities in General,
LLCs, Partnerships – 2019 SB 1859
• Delayed Effectiveness of Certain Filings
– Secs. 4.052-4.056 were amended to clarify and expand the options for the delayed
effectiveness of a filing instrument
– If the effectiveness of a filing instrument is to be delayed, the instrument may take
effect
▪ (1) at a specified date,
▪ (2) at a specified date and time,
▪ (3) on the occurrence of a specified future event or fact, including an act of any person, or
▪ (4) after the occurrence of a future event or fact, including the act of any person, at a
specified date and time, or after the passage of a specified period of time.
– (Delayed effective dates continue to be limited to 90 days after the date the
instrument is signed)

44. BOC Amendments Affecting Entities in General,
LLCs, Partnerships – 2019 SB 1859
• Delayed Effectiveness of Certain Filings (cont.)
– A filing instrument that is to take effect on or after the occurrence of a future event
or fact takes effect on
▪ (1) the date, or the date and time, at which the event or fact occurs or is waived or
▪ (2) the specified date, the specified date and time, or the passage of the specified period of
time after the occurrence or waiver of the event or fact
– Conforming amendments address
▪ the information required to be set forth in the instrument regarding the event or fact that
will cause it to take effect,
▪ the statement required to be filed with the Secretary of State regarding the event or fact,
and
▪ the Secretary of State’s acknowledgement of that filing

45. BOC Amendments Affecting Entities in General,
LLCs, Partnerships – 2019 SB 1859
• LLC Decrease in Number of Managers – Sec. 101.302
– amended to delete language providing that an amendment to the LLC’s operating
agreement could not decrease the number of managers if the decrease shortened
the term of an incumbent manager
• LLC Inspection of Records – Sec. 101.503
– amended to provide that an LLC’s liability for refusing a valid request to examine
and copy records applies to an assignee of a membership interest
• LLC Winding Up of Series by Court Order – Sec. 101.621
– amended to provide that a district court may order the winding up of a series if
▪ the court determines the economic purpose of the series is likely to be unreasonably
frustrated or
▪ another member associated with the series has engaged in conduct relating to the series’
business that makes it not reasonably practicable to carry on the business with that
member

46. BOC Amendments Affecting Entities in General,
LLCs, Partnerships – 2019 SB 1859
• Claims Against Partners – Sec. 152.306
– amended to clarify when a creditor may proceed against one or more partners to
satisfy a judgment based on a claim against the partnership
• Indemnification of Withdrawn Partner – Sec. 152.606
– amended to clarify that a partnership is required to indemnify a withdrawn
partner whose interest is redeemed against all partnership obligations, whether
incurred before or after the date of withdrawal
– except for an obligation incurred by an act of the withdrawn partner under Sec.
152.504 (regarding a withdrawn partner causing the partnership to incur liability
to a person without notice the partner had withdrawn and who believes the
partner was a partner)

47. BOC Amendments Affecting For-Profit Corporations,
LLCs, LPs – 2019 TX HB 3603
• Limited Partnership Derivative Proceedings
– Sec. 153.402 – limited partner standing
– Sec. 153.403 – universal demand
▪ 90 day waiting period
▪ waiting period is not required, or is terminated, if the limited partner has been notified
the demand was rejected or the LP is or would be suffering irreparable injury
– Sec. 153.404 – procession and stay

48. BOC Amendments Affecting For-Profit Corporations,
LLCs, LPs – 2019 TX HB 3603
• Limited Partnership Derivative Proceedings (cont.)
– Sec. 153.408 – court dismissal
▪ added to provide that a court shall dismiss a derivative proceeding on a motion by the LP
if the person or group described in Sec. 153.404 determines
- in good faith,
- after conducting a reasonable inquiry, and
- based on factors they deemed appropriate, that continuation is not in the LP’s best
interests
– Sec. 153.410 – court approval required for discontinuance or settlement
– Secs. 21.552, 101.452, and 153.402 – standing following a conversion

49. BOC Amendments Affecting For-Profit Corporations,
LLCs, LPs – 2019 TX HB 3603
• Derivative proceedings applicability to foreign entities
– Secs. 21.555, 221.556, 21.561, 21.562, 101.455, 101.456, 101.461, 101.462,
101.462, and Sec. 153.412
– apply derivative proceedings provisions to foreign corporations, LLCs, and LPs
• Applicability to Closely Held Entities –
– Secs. 21.563, 101.463, and 153.413
– exceptions to the procedural requirements for bringing derivative proceedings
for shareholders, members, and limited partners of closely held corporations,
LLCs, and LPs only apply to a claim against a director, officer, or shareholder of
the corporation, governing person, member or officer of the LLC, or general
partner, limited partner or officer of the LP

50. BOC Amendments Affecting For-Profit Corporations,
LLCs, LPs – 2019 TX HB 3603
• Determination by Governing Persons – Secs. 101.454 and 153.404
– where an entity is a governing person of an LLC or LP, or there are one or more
entities that own a governing person entity of the LLC or LP then
– the determination of how to proceed on allegations in a demand or petition is to
be made by disinterested and independent individuals acting as direct or indirect
governing persons of the LLC or LP
• Effective Date –
– applies only to derivative proceedings instituted on or after September 1, 2019
– derivative proceeding instituted before September 1, 2019 is governed by the
law in effect on the date of institution

51. Amendments Affecting Assumed Name Certificate
Filings – 2019 TX HB 3609
Sec. 71.103 of the Business & Commerce Code
• corporation, LP, LLP, LLC or foreign filing entity VAN SOS only
• not required to file with the county clerk offices(s) for terminations,
amendments, assignments or renewals
• county level filings of assumed name certificates continue to be required for
joint ventures, general partnerships, real estate investment trusts, estates,
sole proprietors and trusts, for which other kinds of filings are not made
with the Secretary of State

52. 52
THANK YOU FOR ATTENDING!
Delaware and Texas
Business Entity Law Comparison Overview
& Legislative Updates